-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NSabvfLlTZt5jwunljSg9OdiPWiz4JJ5aw5LR2qNNRo9dF9BnwZKmFWhsDELhblw 3jBlGdpEUD2RDqfM0DAWIQ== 0000899140-01-000183.txt : 20010330 0000899140-01-000183.hdr.sgml : 20010330 ACCESSION NUMBER: 0000899140-01-000183 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20010328 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010329 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INFORMATION HOLDINGS INC CENTRAL INDEX KEY: 0001063744 STANDARD INDUSTRIAL CLASSIFICATION: BOOKS: PUBLISHING OR PUBLISHING AND PRINTING [2731] IRS NUMBER: 061518007 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-14371 FILM NUMBER: 1583870 BUSINESS ADDRESS: STREET 1: 2777 SUMMER STREET STREET 2: SUITE 209 CITY: STAMFORD STATE: CT ZIP: 06905 BUSINESS PHONE: 2034665055 MAIL ADDRESS: STREET 1: 2777 SUMMER STREET STREET 2: SUITE 209 CITY: STAMFORD STATE: CT ZIP: 06905 8-K 1 0001.txt CURRENT REPORT ON FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) - March 28, 2001 -------------- INFORMATION HOLDINGS INC. ----------------------------- (Exact name of registrant as specified in its charter) Delaware 1-14371 06-1518007 - ---------------------------- ---------------- ------------------- (State or other jurisdiction (Commission File (IRS Employer of incorporation) Number) Identification No.) 2777 Summer Street Stamford, Connecticut 06905 --------------------- ----------- (Address of principal executive offices) Zip Code Registrant's telephone number, including area code: (203) 961-9106 -------------- Not Applicable -------------- (Former name or former address, if changed since last report.) Item 5. Other Events. On March 29, 2001, Information Holdings Inc. ("IHI"), through a wholly owned subsidiary, announced that it acquired the stock of IDRAC SAS from IMS HEALTH for potential consideration of US$ 10.5 million, including an initial payment of US$ 5.5 million in cash and a contingent payment of US$ 5.0 million based on future results of IDRAC. In a separate transaction, IHI, through a wholly owned subsidiary, also entered into multiple perpetual license agreements with IMS HEALTH and certain affiliates for aggregate cash consideration of approximately US$ 17.0 million. In a separate transaction, IHI, through a wholly owned subsidiary, agreed to acquire a 49% interest in GSI Office Management GMBH for cash consideration of approximately US$ 3.4 million. IHI has an option to acquire the remaining 51% after 3 years. A copy of the press release issued in connection with the foregoing is attached hereto as Exhibit 99.1 and incorporated herein by reference. Item 7. Financial Statements and Exhibits. (c) Exhibits. 99.1 Press Release, dated March 29, 2001. -2- SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. INFORMATION HOLDINGS INC. Dated: March 29, 2001 By: /s/ Lisa Rundle -------------------------------------- Name: Lisa Rundle Title: Corporate Controller -3- Exhibit Index Exhibit No. Description - ----------- ----------- 99.1 Press Release, dated March 29, 2001. -4- EX-99 2 0002.txt PRESS RELEASE FOR IMMEDIATE RELEASE --------------------- INFORMATION HOLDINGS INC. ANNOUNCES TWO EUROPE-BASED ACQUISITIONS Acquisitions Significantly Expand IHI's Worldwide Intellectual Property Business NEW YORK, March 29, 2001 - Information Holdings Inc. (NYSE: IHI) today announced that it has acquired the IDRAC business of IMS Health (NYSE: RX). In a separate transaction, the Company has agreed to acquire a 49% interest in GSI Office Management GMBH ("GSI"), with an option to acquire the remaining 51% interest after 3 years. IDRAC, based in France, is a leading provider of regulatory and intellectual property information to pharmaceutical companies worldwide, a key market for IHI's intellectual property business. IDRAC provides legal, regulatory, scientific and technical texts, plus explanatory documents from 24 countries and 2 broader regions related to pharmaceutical product registrations. GSI, based in Germany, is a leading provider of intellectual property management software. GSI's products are complementary to the patent annuity payment services of the Company's Master Data Center unit and will allow the Company to expand into key European markets. Commenting on the announcement, Mason Slaine, President and CEO of IHI said, "These acquisitions will significantly strengthen the position of our intellectual property business worldwide. It provides us with a significant base of operations on continental Europe, an important growth area for IHI. In IDRAC we are acquiring a high-growth, subscription-based business that provides "need-to-know" information in an important market. With our investment in GSI we believe we will be able to provide the most advanced software products in the IP industry." The IDRAC transaction has been completed, while the GSI transaction is expected to be completed by the end of April 2001. In fiscal 2000 IDRAC had revenues of approximately $7.1 million and EBITDA (earnings before interest, taxes, depreciation, and amortization) of approximately $2.9 million. Its prospective results, which will be subject to certain purchase accounting adjustments, will be consolidated with IHI from the date of acquisition. In fiscal 2000 GSI had revenues of approximately $2.0 million and EBITDA near break-even. The Company's share of GSI income or losses will initially be included in operating results from the date of acquisition using the equity method of accounting. Both businesses will become part of IHI's Intellectual Property Group. About Information Holdings Inc. - ------------------------------- Information Holdings Inc. is a leading provider of information products and services to scientific, technical, medical, intellectual property and IT learning markets. Its Intellectual Property Group, which includes MicroPatent(R), Master Data Center(TM) and CorporateIntelligence.com, provides a broad array of databases, information products and complementary services for intellectual property professionals. The Company is recognized as a leading provider of intellectual property information over the Internet. In addition, the Company's CRC Press(R) business publishes professional and academic books, journals, newsletters and electronic databases covering areas such as life sciences, environmental sciences, engineering, mathematics, physical sciences and business. The Company's Transcender(R) unit is a leading online provider of IT certification test-preparation products. Its products include exam simulations for certifications from major hardware and software providers. Information Holdings Inc. is listed on the New York Stock Exchange and trades under the symbol: IHI. This press release includes statements which may constitute forward-looking statements made pursuant to safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Although the Company believes the expectations contained in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to be correct. This information may involve risks and uncertainties that could cause actual results to differ materially from the forward-looking statements. Factors which could cause or contribute to such differences include, but are not limited to, factors detailed in the Company's Securities and Exchange Commission filings. For further information, contact: Vincent A. Chippari Information Holdings Inc. 203-961-9208 vchippari@informationholdings.com -2- -----END PRIVACY-ENHANCED MESSAGE-----